Atomera Inc 10-K

Item 9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures . Our management maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer) principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act. Based upon that evaluation, our management, including our chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective as of December 31, 2025. (b) Remediation of Material Weakness A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. During the year ended December 31, 2024, we identified a material weakness in internal control over the review and approval of journal entries into our general ledger. The Company has concluded that the material weakness described above was fully remediated as of December 31, 2025, due to the implementation of a journal entry review process. These controls were tested and determined to be operating effectively as of December 31, 2025. The remediation efforts are complete and address the previously identified deficiencies and enhance our overall internal control environment. (d) Changes in internal control over financial reporting. Except for the remediation of the material weakness described above, there were no changes to our internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. (e) Management’s report on internal controls over financial reporting. Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined under Rule 13a-15(f) under the Exchange Act. Our management has assessed the effectiveness of our internal controls over financial reporting (“ICFR”) as of December 31, 2025 based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (“COSO”). Based on this assessment, management has concluded that our internal control over financial reporting was effective , at the reasonable assurance level as of December 31, 2025. 53 This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report. Item 9B. Other Information During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 54 PART III The information required by Part III is omitted from this report because we will file a definitive proxy statement within 120 days after the end of our 2025 fiscal year pursuant to Regulation 14A for our 2026 Annual Meeting of Stockholders, or the 2026 Proxy Statement, and the information to be included in the 2026 Proxy Statement is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance The information required under this item will be contained in the 2026 Proxy Statement and is hereby incorporated by reference. Item 11. Executive Compensation The information required under this item will be contained in the 2026 Proxy Statement and is hereby incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters The information required under this item will be contained in the 2026 Proxy Statement and is hereby incorporated by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required under this item will be contained in the 2026 Proxy Statement and is hereby incorporated by reference. Item 14. Principal Accountant Fees and Services The information required under this item will be contained in the 2026 Proxy Statement and is hereby incorporated by reference. 55 PART IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements (1) Financial statements for our company are listed in the index under Item 8 of this document (2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. Exhibit No. Description Method of Filing 3.1 Amended and Restated Certificate of Incorporation of the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 3.2 Second Amended and Restated Bylaws of the Registrant Incorporated by reference from the Registrant’s Registration Form 8-K filed on February 11, 2026. 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 3.4 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 4.1 Description of Capital Stock Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021. 10.1 Assignment of Patent Rights dated April 3, 2009 between Dr. Robert Mears and the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.2+ 2007 Stock Incentive Plan Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.3 Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 10.4+ Form of Restricted Stock Agreement Incorporated by reference from the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on July 29, 2016. 10.5+ 2017 Stock Incentive Plan Incorporated by reference from the Registrant’s Definitive Proxy Statement filed on April 10, 2017. 56 10.6 First Amendment to Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 6, 2018. 10.7 Second Amendment to Lease Agreement dated January 19, 2016 between 750 University, LLC and the Registrant Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 19, 2021. 10.8 Third Amendment to Lease Agreement dated December 19, 2025 between 750 University, LLC and the Registrant Filed electronically herewith 10.9 Equity Distribution Agreement dated May 27, 2025 between the Company and Craig-Hallum Capital Group LLC Incorporated by reference from the Company’s Registration Statement on Form S-3 filed on May 27, 2025. 10.10+ 2023 Stock Incentive Plan, as amended Incorporated by reference from Registrant’s Definitive Proxy Statement Form 14A filed on March 19, 2025. 10.11+ Amended and Restated Employment Agreement dated May 5, 2025 between Scott Bibaud and the Registrant Incorporated by reference from the Registrant’s Current Report on Form 8-K filed on May 5, 2025. 10.12+ Employment Agreement dated March 3, 2025 between Francis Laurencio and the Registrant Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 4, 2025. 10.13+ Employment Agreement dated March 3, 2025 between Dr. Robert Mears and the Registrant Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 4, 2025. 10.14 Form of Securities Purchase Agreement dated February 23, 2026 between the Registrant and the purchasers thereto Incorporated by reference from the Registrant’s Form 8-K filed on February 24, 2026. 10.15 Placement Agent Agreement dated February 23, 2026 between the Registrant and Craig-Hallum Capital Group, LLC Incorporated by reference from the Registrant’s Form 8-K filed on February 24, 2026. 10.16 Form of Lock Up Agreement Incorporated by reference from the Registrant’s Form 8-K filed on February 24, 2026. 19.1 Insider Trading Policy Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 4, 2025. 21.1 List of Subsidiaries Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 30, 2016. 23.1 Consent of CBIZ CPAs P.C., Independent Registered Public Accounting Firm Filed electronically herewith 23.2 Consent of Marcum LLP, Independent Registered Public Accounting Firm Filed electronically herewith 31.1 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed electronically herewith 31.2 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed electronically herewith 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) Filed electronically herewith 57 97.1 Atomera, Incorporated Executive Officer Clawback Policy Incorporated by reference from the Registrant’s Form 10-K filed on February 15, 2024. 101.INS XBRL Instance Document Filed electronically herewith 101.SCH XBRL Taxonomy Extension Schema Document Filed electronically herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed electronically herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed electronically herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed electronically herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed electronically herewith 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 11 Files electronically herewith + Indicated management compensatory plan, contract or arrangement. Item 16 . Form 10-K Summary None provided. 58 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ATOMERA INCORPORATED. Date: February 24, 2026 By: /s/ Scott A. Bibaud Scott A. Bibaud Chief Executive Officer, (Principal Executive Officer) and Director Date: February 24, 2026 By: /s/ Francis B. Laurencio Francis B. Laurencio Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Scott A. Bibaud Chief Executive Officer and Director February 24, 2026 Scott A. Bibaud (Principal Executive Officer) /s/ John D. Gerber Director and Chairman February 24, 2026 John Gerber /s/ Steven K. Shevick Director February 24, 2026 Steven K. Shevick /s/ Duy-Loan Le Director February 24, 2026 Duy-Loan Le /s/ Suja Ramnath Director February 24, 2026 Suja Ramnath 59